Terms & Conditions

Errors / Omissions

We have a continuous product improvement policy and
consequently reserve the right to amend design and
specification without prior notice. All sizes and weights
stated are nominal. All errors and omissions excepted. Due
to the limitations of photography and the printing process
colours shown may not be 100% accurate.

Standard Terms And Conditions
For The Sale Of The Goods

Interpretation

In these Conditions the following words have the following meanings:

Word

Meaning

“the Buyer”

the person(s), firm or company who purchases the Goods from the Company;

“the Company”

Drive Medical Limited;

“Contract”

any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions;

“Delivery Point”

the location specified in the Company’s quotation which unless otherwise specified in writing shall be at the Buyer’s place of business;

“Goods”

any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them);

“Price”

the price for the Goods excluding transport, packing and insurance.

In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.

In these Conditions headings will not affect the construction of these Conditions.

Application Of Terms

Subject to any variation under condition 2.2 the Contract will be on these Conditions
to the exclusion of all other terms and conditions (including any terms or conditions
which the Buyer purports to apply under any purchase order, confirmation of order,
specification or other document).

These Conditions apply to all the Company’s seals and any variation to these
Conditions and any representations about the Goods shall have no effect unless
expressly agreed in writing and signed by the Company.

Each order for Goods by the Buyer from the Company shall be deemed to be an
offer by the Buyer to purchase Goods subject to these Conditions.

The Company reserves the right to vary the terms of the contract in
writing where agreed by the Buyer.

The Company reserves the right to vary the terms of the contract in
writing where agreed by the Buyer.

Description

The description of the Goods shall be as set out in the Company’s quotation.

No representations made in connection with the Goods shall be binding on
the Company unless made in writing by the Company. All sales literature, descriptive
matter, specifications, price lists or other document issued or published for the sole
purpose of giving an approximate idea of the Goods described in them. They will not
form part of this Contract.

Delivery

Unless otherwise agreed in writing by the Company delivery of the Goods shall
take place at the Delivery Point and if so agreed, the Company will be responsible
for the delivery of the Goods to the Delivery Point.

Any dates specified by the Company for delivery of the Goods are intended to be
an estimate and time for delivery shall not be made of the essence by notice. If no
dates are so specified, delivery will be within a reasonable time.

Subject to the other provisions of these Conditions the Company will not be liable
for any loss (including loss of profit), costs, damages, charges or expenses caused
directly or indirectly by any delay in the delivery of the Goods (even if caused by the
Company’s negligence), nor will any delay entitle by Buyer to terminate or rescind the
Contract unless such delay exceeds [15] days.

If for any reason the Buyer will not accept delivery of any of the Goods when they are
ready for delivery, or the Company is unable to deliver the Goods on time because the
Buyer has not provided appropriate instructions, documents, licences or authorisations:

risk in the Goods will pass to the Buyer (including for loss or damage
caused by the Company’s negligence);

the Goods will be deemed to have been delivered; and

(a)

the Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance): or

(b)

the Company may sell the Goods at the Best price readily obtainable and account the Buyer for any excess gained over the price or charge the Buyer for any shortfall below the price (after the deduction of all reasonable storage and selling expenses).

The Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for loading the Goods.

Where the Company agrees with the Buyer to deliver the Goods in instalments each
delivery shall be treated as a separate contract and failure by the Company to deliver
one or more of the instalments in accordance with these conditions shall not entitle the
Buyer to treat the contract as terminated.

Any liability of the Company for non-delivery of the Goods shall be limited to replacing
the goods within a reasonable time or issuing a credit note at the pro rata Contract Price
against any invoice raised for such Goods.

Risk & Retention Of Title

The risk in the Goods shall pass to the Buyer immediately upon delivery and the Buyer shall take out and ensure appropriate insurance is in place accordingly.

Notwithstanding clause 5.1 above, the Company shall retain title and ownership
in the Goods until the Price and all other sums outstanding and owing by the
Buyer to the Company are paid in full.

Pending payment of the Price in full, the following sub-clauses shall apply;

i)

The Buyer shall store the Goods separately and in such way as they can be
readily identifiable as belonging to and being the Goods of the Company;

ii)

The Buyer shall at the Buyer’s own expense immediately return the Goods to
the Company should the Company or its authorised representatives so request
at any time after payment is due;

iii)

In the event that the Goods shall be in any way mixed, compounded, or entwined with the property of a third party or parties then the product or products thereof shall be deemed to be held in common with such third party or parties;

iv)

The Buyer shall hold the Goods as the Company’s Trustee and Bailee and shall
keep the Goods separately, properly stored, protected, insured, labelled and
identified as being the Company’s property;

v)

The Buyer shall not sell, give away or otherwise dispose of the Goods. In the event that
the Buyer shall do so (which for the avoidance of doubt is strictly forbidden until the
Price and all sums outstanding have been paid the Company) then any monies received
and the proceeds of sale, or disposal, including any cheque received or other payment
shall be held on trust by the Buyer for the Company and the Buyer will forward the
cheque or payment to the Company immediately. Pending the same, the Buyer shall
keep any monies received in a separate account so as to be identifiable as the
Company’s monies. In particular, but without prejudice to the foregoing, the Buyer
shall not pay the proceeds into any bank account which is overdrawn;

vi)

The Company shall be entitled at any time following the date upon which payment
is due or in the event of the Buyer’s insolvency as detailed under clause 5.4 below,
without additional notice to enter the premises of the Buyer or any third party where
the Goods are situate or shall be stored and repossess the same accordingly. For
the avoidance of doubt, the Buyer irrevocably consents to allow the Company access
onto their premises for this purpose. The Buyer shall reimburse the Company for all
reasonable expenses and fees incurred (including, but not limited to, legal expenses)
in so doing;

vii)

The Company shall be entitled to maintain an action for the Price of the Goods
not with standing that the title to the same shall not have passed to the Buyer;

viii)

The Buyer will immediately notify the Company of any damage to the Goods and will hold any insurance monies received in trust for the Company absolutely. In the event
that a claim is to be made under the Buyer’s insurance, the Company may, at the
Company’s sole discretion, conduct negotiations and effect a settlement with the
insurers in place of the Buyer. The Buyer at all times irrevocably authorises the
Company to collect any insurance monies for the insurers. The Company may apply any
insurance monies as the Company shall see fit.

Pending payment of the Price in full, the Buyer’s right to possession of the goods shall
terminate immediately if the Buyer has a Bankruptcy Order made against him/ her
or makes any arrangement or composition with his or her creditors, or otherwise
take the benefit of any Act as shall be enforced from time to time for the relief of
insolvent debtors, or, the Buyer being a corporated body, the Buyer convenes a meeting
of creditors (whether formal or informal), or enters into liquidation (whether voluntary
or compulsory), (except for a solvent voluntary liquidation for the purpose of
reconstruction or amalgamation) or has receiver and/or manager, administrator or
administrative receiver appointed over the Buyer’s undertaking or any part thereof, or a
resolution is passed or a petition presented to any Court for the winding-up of the
Buyer, or any proceedings are commenced relating to the insolvency or possible
insolvency of the Buyer.

Price

Unless otherwise agreed by the Company in writing the Price shall be the price set out in the Company’s quotation.

The Price shall be binding on the Company provided that the Buyer shall accept the Company’s quotation within thirty (30) days.

the Price shall be exclusive of any value added tax and all costs or charges in relation to
loading, unloading, carriage and insurance all of which amounts the Buyer will pay in
addition when it is due to pay for the Goods.

Payment

Time for payment shall be of the essence. Payment shall be made on the date or dates
or within the period or periods shown on the Company’s quotation.

No payment shall be deemed to have been received until the Company
has received cleared funds.

All payments payable to the Company under the Contract shall become due
immediately upon termination of this Contract despite any other provision.

If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer
will be liable to pay interest to the Company on such sum from the due date for
payment at the annual rate of 3% above the base lending rate from time to time
of NatWest, accruing on a daily basis until payment is made, whether before or
after any judgement.

Quality

Where the Company is not the manufacturer of the Goods, the Company will endeavour
to transfer to the buyer the benefit of any warranty or guarantee given to the Company.

The Company warrants that (subject to the other provisions of these Conditions) upon
delivery, and for a period of 12 months from the date of delivery, the Goods will;

be of satisfactory quality within the meaning of the Sale of Goods Act 1994;

correspond to the description given by the Company at the time the order is made

The Company shall not be liable for a breach of any of the warranties
in condition 8.2 unless:

the Buyer gives written notice of the defect to the Company, within [30] days of the time
when the Buyer discovers or ought to have discovered the defect; and

the Company is given a reasonable opportunity after receiving the notice of examining
such Goods to verify any defect and the Buyer (if asked to do so by the Company)
returns such Goods to the Company’s place of business at the Buyer’s cost for the
examination to take place there.

The Company shall not be liable for a breach of any of the warranties in condition 8.2 if:

the Buyer makes any further use of such Goods after giving such notice; or

the defect arises because the Buyer failed to follow the Company’s oral or written
instructions as to the storage, installation, commissioning, use or maintenance of the
Goods or (if there are none) good trade practice; or

the defect arises through normal wear and tear, wilful damage, or negligence, or where
the Buyer alters or repairs such Goods in any way without the prior written consent of
the Company.

Subject to conditions 8.3 and 8.4, if any of the Goods do not conform with any of the
warranties in condition 8.2 the Company shall at its option repair or replace such
Goods (or the defective part) or refund the price of such Goods at the pro rata Contract
rate provided that, if the Company so requests, the Buyer shall, at the Buyer’s expense,
return the Goods or the part of such Goods which is defective to the Company.

If the Company complies with condition 8.5 it shall have no further liability for a breach
of any of the warranties in condition 8.2 in respect of such Goods.

Any Goods replaced will belong to the Company and any repaired or replacement Goods
will be guaranteed on these terms for the unexpired portion of the 12 month period.

Limitation Of Liability

Subject to the conditions in clause 8, the following provisions set out the entire financial
liability of the Company (including any liability for the acts or omissions of its
employees, agents and sub-contractors) to the Buyer in respect of:

any breach of these Conditions; and

any representation, statement or tortious act or omission including negligence arising
under or in connection with the Contract.

All warranties, conditions and other terms implied by statute or common law (save for
the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest
extent permitted by law, excluded from the Contract.

Nothing in these Conditions excludes or limits the liability of the Company for death or
personal injury caused by the Company’s negligence or for the fraudulent
misrepresentation. THE BUYER’S ATTENTION IS IN PARTICULAR DRAWN TO THE
PROVISIONS OF CONDITION

Subject to conditions 9.2 and 9.3:

the Company’s total liability in contract, tort (including negligence or breach of statutory
duty), misrepresentation or otherwise arising in connection with the performance or
contemplated performance of this Contract shall be limited to the price; and does not
extend to parts, materials and equipment not manufactured by the Company; and

the Company shall not be liable to the Buyer for any indirect or consequential loss or
damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise),
costs, expenses or other claims for consequential compensation whatsoever
howsoever caused) which arise out of or in connection with the Contract.

Returned Goods

Where the Buyer wishes to return Goods to the Company which have been delivered
under any order, they may only do so if:

they obtain prior written consent for the return of the Goods from the Company; and

the Goods returned are not damaged, soiled or spoilt in any way and are sealed in their
original packaging; and

they pay all carriage and handling costs in connection with the return.

The Company shall refund the price paid in respect of all Goods which are returned in
accordance with Clause 10.1 and are accepted by the Company.

Assignment

The Buyer shall not be entitled to assign the Contract or any part of it without the prior
written consent of the Company.

Force Majeure

The Company reserves the right to defer the date of delivery or to cancel the Contract or
reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is
prevented from or delayed in the carrying on of its business due to circumstances beyond the
reasonable control of the Company including, but not limited to acts of God, governmental
actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic,
lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce),
or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate
or suitable materials provided that, if the event in question continues for a continuous period
in excess of thirty days [30] days, the Buyer shall be entitled to give notice in writing to the
Company to terminate the Contract.

General

If any provision of the Contract is found by any court, tribunal or administrative body
of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable,
unenforceable or unreasonable it shall to the extent of such illegality, invalidity,
voidness, voidability unenforceability or unreasonableness be deemed severable and
the remaining provisions of the Contract and the remainder of such provisions shall
continue in full force and effect.

Failure or delay by the Company in enforcing or partially enforcing any provisions of the
Contract will not be construed as a waiver of any of its rights under the Contract.

Any waiver by the Company of any breach of, or any default under any provision of the
Contract by the Buyer will not be deemed a waiver of any subsequent breach or default
and will in no way affect the other terms of the Contract.

The formation, existence, construction, performance, validity and all aspects of the
Contract shall be governed by English law and the parties submit to the exclusive
jurisdiction of the English courts.

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Drive Medical is one of the leading manufacturers and distributors of durable medical products in the world today, with manufacturing and distribution centres in the UK, Ireland, United States, Canada, Germany, Spain, France, Australia, Romania, Taiwan and China.